EMS
General terms and conditions for sales via the GBT shop
DRAFT – TO BE REVIWED BY LOCAL MARKETS AND LAWYERS
EMS Portugal, Unipessoal LDA, represented by the managing director Mr. [country_manager], [company_address] (hereinafter referred to as “EMS“) Telephone: [phone_number], Fax: [fax_number], email: [company_email].
1. Subject matter, scope
1.1 EMS sells consumables for professional dental prophylaxis for EMS devices according to the GBT method and advertising materials for commercial customers such as dental practices or dental educational institutions via the online shop www.gbt-shop.com exclusively to GBT-certified dental practices.
1.2 These general terms and conditions apply exclusively to declarations of intent, contracts and legal or similar transactions between EMS and its eShop customers for sales via the GBT shop at www.gbt-shop.com (hereinafter referred to as “customer”). Terms and conditions of the customer that deviate from these terms and conditions do not apply. Counter-confirmations with reference to its own terms and conditions of business and / or purchase are expressly contradicted; these do not become part of agreements unless the conditions are confirmed in writing by EMS.
1.3 EMS concludes contracts exclusively with entrepreneurs within the meaning of Section 14 of the German Civil Code, i.e. natural or legal persons or legal partnerships who, when concluding a legal transaction, act in their commercial or independent professional activity. When ordering, the sales tax identification number is mandatory. to specify.
1.4 A requirement for ordering in the online shop at www.gbt-shop.com is also certification as a GBT-certified practice. Details on how the customer can be certified for GBT practice can be found on the website. GBT certification – GBT Shop (gbt-shop.com)
2. Conclusion of contract
2.1 Information in catalogs and on the EMS website do not constitute a binding offer to enter into a contract. By placing an order, the customer is submitting a binding offer to conclude a purchase contract.
2.2 The confirmation of receipt sent by EMS and any status reports do not yet constitute acceptance of the offer. Without prejudice to EMS’s right to reject an order without giving reasons, the order will be accepted or rejected within two weeks of receipt of the order by means of an express declaration . Sending the ordered goods or an invoice to the customer is equivalent to an express declaration of acceptance.
3. Prices, shipping costs
3.1 Unless otherwise agreed, the current prices apply without deductions ex works on the day of the order in euros and net plus sales tax, which is shown separately on the invoice.
3.2 All prices do not include packaging and shipping costs. These are additionally charged to the customer and shown separately.
3.3 All current prices, costs and fees are available at www.gbt-shop.com.
4. Payment
4.1 The customer has the option of paying for the goods ordered by credit card (VISA; Mastercard) or PayPal. Payment must be made immediately without any deductions.
4.2 EMS reserves the right to exclude certain types of payment in individual cases or to deliver only against prepayment.
5. Delivery times
5.1 Unless otherwise agreed, EMS will deliver the ordered goods immediately, but no later than 30 days after the conclusion of the contract. The delivery period is met if the goods have left the warehouse within this period.
5.2 The delivery deadlines and compliance with delivery obligations may require the clarification of technical questions and details as well as the timely and proper fulfillment of the customer’s obligations. The exception of the unfulfilled contract remains reserved.
5.3 Unpredictable, unavoidable events that are beyond EMS’s sphere of influence, such as force majeure, in particular epidemics / pandemics, natural disasters, shortages of raw materials, labor disputes or other disruptions in production facilities, release EMS from the obligation to deliver or perform on time for their duration. This does not apply if EMS is responsible for the delay.
5.4 In the event of delays in the sense of paragraphs 5.2 and 5.3 above, agreed delivery times are extended by the duration of the delay. In the cases of section 5.3, EMS will inform the customer of the occurrence of the delay and at regular intervals during the delay. If the end of the delay cannot be foreseen or if the delay lasts longer than three months, each party is entitled to withdraw from the contract.
5.5 The customer must set EMS a reasonable grace period if delivery deadlines are exceeded.
6. Place of performance, delivery and transfer of risk
6.1 The place of performance is the registered office of EMS. In the case of deliveries to another location, the risk of accidental loss or accidental deterioration is transferred to the customer at the latest when the goods are handed over to the contracted transport company. This also applies in the event that EMS has assumed the costs for the transport.
6.2 The delivery takes place exclusively to a delivery address specified by the customer in Germany or Austria.
6.3 To cover the transport risk, deliveries are automatically insured for up to EUR 500.00. The insurance costs are included in the shipping costs.
6.4 If the customer orders several items that cannot be sent together due to the lack of immediate delivery, EMS will deliver the goods in two partial deliveries, depending on availability, unless the partial delivery is clearly not of interest to us due to a functional connection between the items or for other reasons The customers. The shipping costs according to section 3.3. are charged to the customer only once.
6.5 The delivery takes place by parcel service or forwarding agent. If the ordered goods are delivered by a forwarding agent, they are delivered to the front door. Further transport services can be agreed with the carrier; Any additional costs incurred as a result will be paid directly to the carrier by the customer.
6.6 EMS is involved in a disposal system within the meaning of Section 7 (1) of the Packaging Act to ensure that sales packaging can be taken back across the board. The customer can therefore return the sales packaging to any designated collection point in the disposal system.
7. Acceptance and default in acceptance
7.1 The customer is obliged to take delivery. If he does not accept the goods even after a reasonable grace period, EMS is entitled to claim damages in the amount of 20% of the agreed price, unless the customer can prove that EMS incurred no or only minor damage. The customer will be billed for the costs for shipments that have been refused or not picked up.
7.2 In addition, the statutory provisions on default in acceptance (§§ 293 ff. BGB) apply.
7.3 The return of non-defective goods is fundamentally excluded. In this respect, EMS does not grant the customer a right of return outside of the statutory warranty.
8. Duty to examine and notify
8.1 The customer is obliged to examine the goods immediately upon receipt and, if a defect becomes apparent, to notify EMS immediately. If the customer fails to notify us, the goods are deemed to have been approved, unless there is a defect that could not be identified during the examination. If such a defect appears later, it must be reported immediately after its discovery, otherwise the goods are deemed to have been approved, even with regard to this defect.
8.2 The notification of defects must be made in writing and must be accompanied by a specific description of the defect. The deadline for notification of defects is 4 working days from receipt of the goods, in the case of hidden defects 4 working days from discovery of the defect, unless the customer can prove that he was not able to meet the deadline even in the normal course of business.
8.3 Externally recognizable damage to the transport packaging as well as recognizable damage to the goods based on this transport damage must be noted and confirmed on the freight forwarder’s bill of lading or on the delivery note, and EMS must be notified in writing within 48 hours, enclosing the note, so that EMS, in turn, is obliged to notify under the transport insurance (see section 6.3.) can meet.
9. Warranty
9.1 The warranty period is one year from delivery of the item. The statutory limitation periods for recourse claims (§ 445b BGB) remain unaffected. The shortened warranty period does not apply in the case of willful intent or fraudulent concealment of a defect or if EMS has assumed a guarantee for the quality of the delivery item. It also does not apply to claims due to material defects in cases of injury to life, limb or health, claims under the Product Liability Act, a grossly negligent breach of duty or culpable breach of essential contractual obligations, i.e. those contractual obligations whose fulfillment is due Execution of the contract is only made possible and compliance with which the contractual partner can regularly rely on, and the violation of which on the other hand endangers the achievement of the purpose of the contract.
9.2 In the event of a defect in the item, the customer must set EMS a reasonable deadline for subsequent performance. EMS is entitled to refuse the form of supplementary performance chosen by the customer if this type of supplementary performance is associated with disproportionate costs. This is especially the case if the costs of subsequent performance exceed the value of the purchased item, if it were free of defects, or – the costs of subsequent performance exceed the amount by which the defect reduces the value of the purchased item or the form other than the one selected by the buyer Subsequent performance is cheaper and does not mean any significant disadvantages for the buyer. In this case, the buyer’s warranty claim is limited to the other type of supplementary performance. If the other type of supplementary performance is also associated with disproportionate costs, EMS can refuse supplementary performance altogether.
9.3 Warranty or guarantee claims do not exist for defects based on application errors on the part of the customer. This also applies to the use of unsuitable accessories, unless EMS is responsible for these effects.
9.4 Defective goods or other returns are sent to the following address: EMS Electro Medical Systems GmbH, Stahlgruberring 12, D- 81829 Munich
10. Liability
10.1 Claims for compensation for breach of duty and for tortious acts as well as claims for reimbursement of wasted expenses are excluded both against EMS and against its vicarious agents, unless the damage was caused intentionally or through gross negligence.
10.2 This limitation does not apply in the event of a breach of essential contractual obligations (see section 9.1, last sentence), in cases of injury to life, limb or health, as well as for damage that is based on the lack of a warranted property or for which there is liability according to the product liability law.
10.3 In cases of slightly negligent breach of essential contractual obligations (see section 10.1, last sentence), EMS is not liable if and to the extent that the damage in question is unpredictable and atypical for the delivery of the respective object of purchase. This exclusion of liability does not apply in cases of injury to life, limb or health or in the event of claims under the Product Liability Act.
10.4 The customer cannot claim damages as a result of the avoidance due to errors and printing or transmission errors that are not at fault and which entitle EMS to contest.
11. Retention of title
11.1 The delivered goods remain the property of EMS until the purchase price has been paid in full. In addition, EMS retains ownership of the delivered goods until all claims that have arisen at the time the contract was concluded, including all claims from follow-up orders and reorders (hereinafter referred to as “overall claims”) have been fulfilled.
11.2 Unless otherwise agreed, the customer is not entitled to resell, process, combine or mix the goods before EMS has paid the purchase price claims. If the customer violates one of the aforementioned obligations, the retention of title extends to the goods that result from processing, mixing or combining with other objects. In this case, EMS is considered to be the manufacturer of the goods. If the customer incurs claims from the sale, processing, connection or mixing, he assigns these claims to EMS as soon as they arise. EMS accepts the assignment.
11.3 If the customer falls into arrears with his payment obligations towards EMS or if an application has been made to open insolvency proceedings against the customer’s assets, EMS is entitled to take back the goods. The customer already agrees to take them back. Taking back the goods does not constitute a withdrawal from the purchase contract.
11.4 EMS is obliged to release the existing securities at the customer’s request insofar as their value exceeds the total claim by more than 25%. The selection of the securities to be released is at the discretion of EMS.
11.5 The customer is not entitled to pledge the reserved items, to transfer them as security or to make other dispositions that endanger EMS’s property.
11.6 EMS is entitled to withdraw from contracts in which the goods delivered are subject to retention of title if the buyer is in default of payment of the purchase price or a total claim of more than EUR 250.00. This right of withdrawal is limited to contracts in which the value of the goods delivered does not exceed 120% of the total claim.
12. Prohibition of offsetting, right of retention
12.1 The customer is not entitled to offset claims outside the Synallagma, i.e. outside the reciprocal relationship between performance and consideration. The offsetting prohibition does not apply if the counterclaims by EMS are not disputed, have been legally established or are ready for a decision.
12.2 As an entrepreneur, the customer cannot assert a right of retention unless one of the exceptions mentioned in Section 12.1 applies.
13. Data protection
EMS ‘data protection practice is in accordance with the provisions of the General Data Protection Regulation (GDPR). EMS uses the data provided by the customer, such as name, address, telephone number, fax number and email address, exclusively to process the order and other contractual relationships with the customer. For more information, please refer to the data protection information on the EMS website at https://www.ems-dental.com/en/data-privacy.
14. Online registration, access data
14.1 To use the EMS online shop, certification as a GBT practice and the corresponding registration of the customer are required. EMS checks the authorization to register using the criteria that can be seen on the EMS website under GBT Certification – GBT Shop (gbt-shop.com). After registration, a user account will be set up for the customer. The customer is provided with the required access and usage data (hereinafter referred to as “access data” including the password). EMS is entitled to change the customer’s access data at a later date. In this case, the customer will be informed of the new access data immediately.
14.2 The customer is responsible for protecting the access data. He ensures that only authorized representatives have access to the access data within his company. The access data must be kept secret and may not be made accessible to third parties unless EMS has given its written consent. The customer informs the employees authorized to represent them about the confidentiality obligations stipulated in this section. The customer is aware that if third parties know the access data, they can place orders with EMS on behalf of the customer. If the customer discovers or suspects that his access data is being used by third parties, he is obliged to change his access data immediately or, if this is not possible, to inform EMS immediately.
14.3 If there is justified suspicion of misuse of the customer’s access data, in particular if this was reported by the customer, EMS is entitled to immediately block access. EMS will inform the customer about the blocking.
14.4 EMS is not liable for damage suffered by the customer as a result of misuse or loss of access data, unless EMS is responsible for the damage.
15. Place of jurisdiction, applicable law
15.1 The place of jurisdiction for all disputes arising from or in connection with the purchase contracts between the customer and EMS is [jurisdiction_place]. This also applies in the event that the registered office or the usual place of residence of the customer is relocated from the scope of the civil procedure code after the conclusion of the contract or is unknown at the time a lawsuit is filed. However, EMS is also entitled to sue the customer at its registered office.
15.2 [country] law applies to the exclusion of the UN Sales Convention (CISG) and German international private law.
16. Changes to the General Terms and Conditions
16.1 EMS is entitled to make changes to these General Terms and Conditions with effect for the future. The changes become effective when the general terms and conditions in their changed form are included in a legal transaction. They will also take effect if EMS points out the changes, the customer can take note of the changes and does not object to them within three weeks of receipt of the notification of change.
16.2 EMS specifically points out the deadline and the consequences of failing to meet the deadline in the notification. In the event of an objection, EMS reserves the right to terminate the business relationship.
17. Final provisions
17.1 Oral agreements, side agreements and other agreements between the parties are confirmed in writing by EMS. This also applies to the agreement to waive the written form.
17.2 Should one or more provisions of these general terms and conditions be or become ineffective, both the contract and the remaining terms and conditions shall remain in effect.
Date: [month][year]
